1. Introduction and Acceptance

These Terms of Service ("Terms") govern all engagements with SMB+ Solutions Private Limited ("SMB+", "Company", "we", "us", "our"), a company headquartered at Mohali, Punjab, India, operating pan-India through its (a) Manufacturing Division for aerobic bio-toilets and sanitation infrastructure, (b) Call Centre and BPO Services Division of 600+ seats, and (c) Strategic Partnerships Division facilitating Indian market entry for foreign companies. By placing an order, signing a work order or contract, engaging our Call Centre services, or entering a Strategic Partnership engagement letter with SMB+, you ("Client", "Customer", "Partner", or "you") agree to be bound by these Terms, together with any specific contract, purchase order, tender terms, or service-level agreement ("SLA") executed between you and SMB+, which shall prevail over these Terms to the extent of any conflict.
 

2. Definitions

• "Products" means aerobic bio-toilet units, packaged sewage/sanitation treatment systems, and associated equipment manufactured or supplied by SMB+.

• "Services" means, collectively, installation and maintenance services, Call Centre/BPO services, and Strategic Partnership advisory/facilitation services provided by SMB+.

• "Institutional Client" means any government department, municipal or defence/paramilitary establishment, public-sector undertaking, builder, developer, or industrial entity procuring Products or Services.

• "Foreign Partner" means any overseas company or principal engaging the Strategic Partnerships Division.
   

3. Our Business Divisions
 

3.1 Manufacturing Division

We design, manufacture, supply, install, and maintain aerobic bio-toilets and allied sanitation systems for government bodies, builders and real-estate developers, defence and paramilitary establishments, and industrial clients, pan-India.

3.2 Call Centre and BPO Services Division

We operate a 600+ seat Call Centre offering inbound/outbound voice support, technical helpdesk, telemarketing, back-office and non-voice services, both for our own customers and as an outsourced BPO service to third-party clients under separately executed service agreements.

3.3 Strategic Partnerships Division

We assist foreign companies in structuring Indian market-entry strategies, joint ventures, distributor/agency arrangements, and introductions to Indian government departments, PSUs, and private-sector counterparts, to help such companies pursue Indian government tenders and private commercial opportunities.

4. Eligibility

Our Services and Products are offered to institutions, businesses, and individuals acting in a professional or institutional capacity, capable of entering into legally binding contracts under the Indian Contract Act, 1872. Institutional Clients must ensure that signatories are duly authorised to bind their organisation.

5. Products — Aerobic Bio-Toilets

5.1 Orders: All orders for Products are subject to written acceptance by SMB+, including acceptance of tender awards, purchase orders, and work orders. Specifications, capacities, and technical parameters shall be as set out in the applicable technical specification sheet, tender document, or contract.

5.2 Delivery and Installation: Delivery and installation timelines are estimates and are subject to site readiness, statutory clearances, and force majeure events. Site preparation, civil work, and electrical/water connectivity (unless expressly included in the contract) remain the Client's responsibility.

5.3 Warranty: Products carry a limited warranty against manufacturing defects for the period specified in the applicable contract or product documentation. The warranty excludes damage from misuse, unauthorised modification, improper site conditions, or failure to follow prescribed operation and maintenance protocols.

5.4 Government Tenders: Where Products are supplied pursuant to a government tender, the tender's General Financial Rules (GFR), Make in India provisions, performance bank guarantee, penalty, and liquidated-damages clauses shall apply in addition to, and where conflicting shall prevail over, these Terms.

5.5 Maintenance: Annual Maintenance Contracts (AMC), where opted for, are governed by a separate schedule specifying scope, response times, and consumables coverage.

6. Call Centre and BPO Services Terms

6.1 Scope: Call Centre services are provided per the agreed campaign scope, seat allocation, staffing ratios, and service hours specified in the applicable SLA.

6.2 Call Recording: All calls handled by our Call Centre may be recorded and monitored for quality assurance, training, compliance, and dispute-resolution purposes, in accordance with our Privacy Policy. Clients engaging our BPO services acknowledge and consent to such recording as part of the service.

6.3 Service Levels: Service levels (e.g., average handling time, abandonment rate, first-call resolution) shall be as specified in the applicable SLA. SMB+ shall use commercially reasonable efforts to meet agreed SLAs, subject to force majeure and factors outside its reasonable control, including client-side system downtime or incomplete campaign briefs.

6.4 Confidentiality of Client Data: Where SMB+ processes a third-party client's customer data for a BPO campaign, such data shall be used solely for the agreed campaign purpose, and SMB+ shall implement reasonable security safeguards. The third-party client remains responsible for ensuring it has the requisite consents to share such data with SMB+.

6.5 Escalation: Complaints regarding Call Centre service quality may be escalated through the escalation matrix specified in the applicable SLA or, absent one, to the contact details in Clause 21.

7. Strategic Partnership Services

7.1 Nature of Services: The Strategic Partnerships Division provides advisory, introduction, and facilitation services to Foreign Partners seeking to enter or expand in the Indian market, including introductions to potential Indian government, PSU, or private-sector counterparts. SMB+ acts as a facilitator and advisor only.

7.2 No Guarantee of Outcome: SMB+ does not guarantee the award of any government tender, contract, licence, approval, or partnership outcome. Any representation regarding likely outcomes is an estimate based on experience and does not constitute a binding assurance.

7.3 Regulatory Compliance: Foreign Partners are solely responsible for ensuring their own compliance with the Foreign Exchange Management Act, 1999 (FEMA), applicable Foreign Direct Investment (FDI) policy, sectoral caps, RBI reporting requirements, and any licensing or registration requirements under Indian law. SMB+ may provide general guidance but does not act as a licensed legal, tax, or FEMA compliance advisor unless separately engaged and qualified to do so.

7.4 Due Diligence: SMB+ conducts reasonable due diligence on Foreign Partners and counterparts introduced but does not warrant the creditworthiness, integrity, or performance of any introduced party.

7.5 Confidentiality and Non-Circumvention: Both parties agree to keep commercially sensitive information confidential and not to directly engage, bypass, or circumvent counterparts introduced by the other party for the purpose of the specific opportunity, for the period specified in the applicable engagement letter or non-circumvention agreement.

7.6 Fees: Fees for Strategic Partnership Services (retainer, success fee, or milestone-based) shall be as specified in the applicable engagement letter, payable in the currency and manner set out therein.

7.7 Anti-Corruption: Foreign Partners and SMB+ each agree to comply with applicable anti-bribery and anti-corruption laws, including the Prevention of Corruption Act, 1988, and represent that no payment made under any engagement shall constitute an improper inducement to any government official.

8. Government and Defence Contracts — General Provisions

Supplies and services to government, municipal, defence, and paramilitary establishments are additionally governed by applicable procurement rules (including the General Financial Rules and any specific tender conditions), the Official Secrets Act, 1923 (where applicable), and any security-clearance, site-access, or confidentiality protocols mandated by the concerned establishment, which shall take precedence over these Terms to the extent of conflict.

9. Intellectual Property

All designs, technical drawings, trademarks (including "SMB+"), software, training materials, call scripts, and other intellectual property created or owned by SMB+ remain the exclusive property of SMB+. Nothing in these Terms transfers ownership of such intellectual property to any Client or Partner, except as expressly licensed in writing.

10. Payment Terms

Payment terms, milestones, taxes (including applicable GST), and invoicing procedures shall be as specified in the relevant purchase order, contract, or SLA. Late payments may attract interest and suspension of Services, subject to the notice period specified in the relevant contract and applicable law.

11. Confidentiality

Each party shall maintain the confidentiality of proprietary and commercially sensitive information disclosed by the other party in connection with any engagement, and shall use such information solely for the purposes of that engagement, except where disclosure is required by law or a competent government authority.

12. Warranties and Disclaimers

Except as expressly stated in a specific contract, Products and Services are provided on an "as is" and "as available" basis. To the maximum extent permitted under Indian law, SMB+ disclaims all implied warranties, including merchantability and fitness for a particular purpose, save for statutory protections available to consumers under the Consumer Protection Act, 2019.

13. Limitation of Liability

To the maximum extent permitted by law, SMB+'s aggregate liability arising from any Product or Service shall not exceed the amount actually paid by the Client for that specific Product or Service in the twelve (12) months preceding the claim, except in cases of gross negligence, wilful misconduct, or liability that cannot be limited under applicable law (including liability for death or personal injury caused by defective Products). SMB+ shall not be liable for indirect, incidental, or consequential losses, including loss of profit or business opportunity.

14. Indemnification

Each party agrees to indemnify and hold harmless the other party from third-party claims arising from its breach of these Terms, gross negligence, or wilful misconduct, subject to the limitations set out in the applicable contract.

15. Termination

Either party may terminate a specific contract or SLA in accordance with the termination clause set out therein, including for material, uncured breach following written notice. Government and defence contracts shall additionally be subject to any termination-for-convenience or termination-for-default provisions specified in the tender or contract.

16. Force Majeure

Neither party shall be liable for delay or failure in performance resulting from events beyond its reasonable control, including natural disasters, pandemics, strikes, government action, or supply-chain disruption, provided the affected party gives prompt notice and uses reasonable efforts to mitigate the impact.

17. Compliance with Applicable Laws

SMB+ conducts its operations in compliance with applicable Indian laws, including the Companies Act, 2013; the Information Technology Act, 2000; the Digital Personal Data Protection Act, 2023; labour and industrial laws applicable to Call Centre staffing; environmental regulations applicable to sanitation product manufacturing; and, where relevant to Strategic Partnership engagements, FEMA and FDI policy.

18. Dispute Resolution

The parties shall first attempt to resolve any dispute through good-faith negotiation. If unresolved within thirty (30) days, the dispute shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, with a sole arbitrator appointed by mutual agreement (or, failing agreement, in accordance with that Act), the seat and venue of arbitration being Mohali, Punjab, and the proceedings conducted in English. This clause does not preclude either party from seeking urgent interim relief from a competent court.

19. Governing Law and Jurisdiction

These Terms and all Products and Services provided by SMB+ pan-India shall be governed by the laws of India. Subject to Clause 18, the courts at Mohali, Punjab, and the Punjab and Haryana High Court, shall have exclusive jurisdiction.

20. Miscellaneous

20.1 Assignment: Neither party may assign its rights or obligations under these Terms without the prior written consent of the other party, except in connection with a merger, acquisition, or corporate restructuring.

20.2 Severability: If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

20.3 Entire Agreement: These Terms, together with the applicable contract, purchase order, tender terms, SLA, or engagement letter, constitute the entire agreement between the parties in respect of the subject matter herein.

20.4 Notices: All formal notices shall be in writing and delivered to the registered address or designated contact point of the respective party.

20.5 Amendments: SMB+ may update these Terms from time to time; material changes affecting an existing contract will be communicated and will not apply retroactively without mutual agreement.